kamalako kefwe

BY-LAWS
OF
BUKUSU ONLINE SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LTD

1. NAME AND AREA OF OPERATION
This Society shall be called BUKUSU ONLINE SAVINGS AND CREDIT CO-OPERATIVE SOCIETY hereinafter referred to in these by-laws as “the Society” and its area of operation shall be across Kenya.

2. REGISTERED OFFICE/POSTAL ADDRESS
The registered office of the Society shall be and the Postal Address shall be P.O Box . Notice of any change of address shall be given to the Commissioner for Co-operative Development (hereinafter referred to as “the Commissioner”) and to all members of the Society within thirty (30) days of such change.

3. DEFINITIONS/INTERPRETATIONS
a) In these by-laws unless the context otherwise suggests, words or phrases shall be defined/interpreted in accordance with the Co-operative Societies Act No. 12 of 1997 and the Co-operative Societies Amendment Act 2004 and the Co-operative Societies Rules made thereunder, hereinafter referred to as “the Act” and “the Rules” respectively.
b) ‘Commissioner’ means Commissioner of Co-operative Development
c) ‘SACCO’ means Savings and Credit Co-operative Society
d) ‘Member of the immediate family’ means spouses, parents, children and the member of the person eligible to be a member of the Society
e) ‘The Act’ means the Co-operative Societies Act
f) ‘The Rules’ means the Co-operative Societies Rules
g) ‘Minor Member’ means a member admitted but who is below 18 years of age
h) ‘Tribunal’ means the Co-operative Tribunal established under the Act
i) Where the masculine is applied in the By-laws, it shall be read to include the feminine gender.

Any questions concerning interpretation of these by-laws or any matter not provided for therein, errors and omissions shall be referred to the Co-operative Tribunal whose decision thereon shall be final and conclusive.

4. OBJECTIVES
The objectives of the Society are:
To promote the economic and social interests of members in accordance with the Co-operative Principles and more particularly to:-
a) Promote thrift among its members by affording them an opportunity for accumulating their savings and deposits and to create thereby a source of funds from which loans can be made available to them for purposes of providence or production or both at a fair and reasonable rate of interest,
b) Provide an opportunity for each of its members to improve the respective economic and social conditions.
c) Offer the members’ complementary savings and credit services and other financial products such as front office service or withdrawal savings/ deposit accounts as may be required by members from time to time.
d) Ensure safety and soundness of the members’ funds through Risk Management Progamme or any other appropriate insurance scheme.
e) Ensure progress of these members by educating them continuously on proper use of credit.
f) Perform all those functions and exercise those powers designated for Savings and Credit Co-operative Societies under the applicable law for the benefit of members.
g) Co-operate with other Co-operatives in order to promote members’ interests and in furtherance of this object, the society may affiliate to National Co-operative Organizations and other approved relevant organizations and institutions.
h) Perform within the relevant law (The Act, the rules) and these by-laws, all those acts, deeds and thing necessary to further enhance, promote or encourage any or all foregoing purposes and objects provided that such acts, deeds and things are approved by the Annual General Meeting.

5. CO-OPERATIVE PRINCIPLES
In the conduct of its business, the Society shall be guided by the International Co-operative Principles.

These Co-operative Principles are:-
a) Voluntary and open membership
b) Democratic member control
c) Economic participation by members
d) Autonomy and independence
e) Education, training and information
f) Co-operation among co-operatives
g) Concern for community


6. MEMBERSHIP ELIGIBILITY
A person of either sex shall be eligible for membership of the Society who possesses the following qualifications:
a) Ordinarily he/she should be
b) Is not less than 18 years of age
c) Is of good character
d) Is an employee of the society or related investment of the society


7. MEMBERSHIP COMPOSITION
The membership of the Society shall consist of:-
(i) Original members who signed the application for registration.
(ii) New members subsequently admitted in accordance with these by-laws.

8. APPLICATION FOR MEMBERSHIP
Every applicant for membership shall complete an application form for membership as prescribed in these by-laws.

9. ADMISSION INTO MEMBERSHIP
An applicant shall be admitted to membership on being accepted by a majority of the management committee but shall not qualify for the rights and privileges of a member until he/she has paid an entrance fee of Kshs. (amount in words) and paid in full for at least shares @ Kshs. (amount in words). On being admitted, the member shall furnish the Society with two recent passport size photos and a copy of the National Identity card. Upon admission, the Chairman/Secretary shall cause the name and relevant particulars of the member to be entered in the members register.

A membership number shall be assigned to every member for the purpose of identifying his account with the Society. Management committee may direct that periodic statement of accounts containing a record of the members’ transactions with the society be sent to every member quarterly.

10. REFUSAL OF MEMBERSHIP
The management Committee may refuse membership to any person giving him/her reasons for refusal in writing, provided that the person whose membership has been refused if otherwise eligible for membership, shall have a right to appeal to a General Meeting of the society through a registered member. The decision of the General Meeting shall be final.

11. RIGHTS OF MEMBERS
Subject to these by-laws, policies, standards, values and procedures, all members shall have the right to use the Society’s services and exercise the rights established by the Act, the rules and the by-laws. The members are entitled to, but not limited to:
(i) Elect and be elected to the organs of the society
(ii) Enjoy the use of all facilities and services of the Society
(iii) Receive periodically and regularly or upon request and at least quarterly, a statement of account in respect of his/her transactions with the society
(iv) Access all legitimate information relating to the society including internal regulations, registers, minutes of general meetings, annual accounts, inventories and investigation reports at the registered Society’s office.
(v) Vote on all matters put before a general meeting of the society.
(vi) Submit projects or initiatives to the management committee for the improvement of the society services
(vii) All other rights as prescribed by the Act and Rules.


12. MEMBERS OBLIGATIONS
A member of the Society shall have the following obligations:
i. Comply with the Act, Rules, By-laws and general meetings resolution
ii. Buy and pay up for shares or make any other payments as provided for it in the by-laws of the society
iii. Attend meetings and take part in decision making
iv. Participate in Society’ projects.
v. Show good Co-operative spirit.
vi. Attend Educational meetings and seminars organized by the SACCO or nay other organization approved by the Management Committee.

13. MEMBERS’ PERSONAL ACCOUNT
Every member shall receive a Member’s Personal Statement (MPS), which contains full particulars as to his or her membership, and in which shall be recorded his or her personal details e.g. name, Sacco Society Membership Number, shares and deposit balance etc.

14. NOMINEE(S)
a) Every member of the Society may appoint his/her nominee(s) to whom upon his/her death, the shares, deposits and other interest in the Society shall be transferred.
b) Every appointment of a nominee(s) by a member shall be made in writing and signed by the member in the presence of two witnesses and shall be on the form set out in the schedule to the Rules.
c) Where any money is paid to a nominee who is a minor, a receipt given either to either the minor or his/her guardian shall be sufficient discharge to the Society.
d) Where more than one nominee is appointed by a member, the member shall specify the amount of shares to be transferred to each nominee. However, where no amount is specified, each of the nominees shall receive equal share.
e) A member desirous of changing his/her nominee(s) may do so at any time provided that such change or alteration is in writing and signed by the member in the presence of two competent witnesses.
f) The particulars of nominee(s) shall be recorded and kept in a sealed envelop to be kept in the custody of the Chairman and whose reference shall be entered in the register of members.
g) It for any member upon his death a nominee does not exist, the society may pay any money due to the deceased member to the personal representative or recognized heirs of the deceased member.

15. PAYMENT OF THE NOMINEE
The nominee(s) shall be paid the value of the deceased member’s interest less any sum due by the latter to the society, within sixty days upon receiving official notice of the death of the member. The nominee(s) may also receive payments from the management or from any approved insurance programme run by the society on behalf of the members.

16. CESSATION OF MEMBERSHIP
Membership in the Society shall be terminated upon;
a) Voluntary resignation by the member
b) The death of the member,
c) Expulsion from membership
d) Becoming of unsound mind
e) Acting contrary to the relevant provisions of the Act, Rules and these by-laws,
f) Losing any of the qualifications set out in these by-laws,
g) Withdrawing all or part of his/her shares and deposits.

17. VOLUNTARY WITHDRAWAL
a) A member with no liability or outstanding obligation in respect of other members’ loans may withdraw from membership at any time provided that where a member has an outstanding obligation in respect of guarantee, shall continue to be responsible unless alternative arrangements acceptable to the society are made.
b) A member withdrawing from membership of the society shall give a sixty (60) days written notice of intention to withdraw.
c) A member who willfully withdraws from the society shall on re-joining pay a penalty whose amount shall be determined from time to time by the managing committee and approved by the General Meeting.

18. SUSPENSION FROM MEMBERSHIP
The Management Committee may suspend a member pending expulsion by a General Meeting who:-
(i) Willfully fails or refuses to comply with the Society’s by-laws
(ii) Willfully defaults in the repayment of his/her loans.
(iii) Is convicted of a criminal offence involving dishonesty.
(iv) Acts in any way detrimental or prejudicial to the interest of the Society.
(v) For any other reason approved by a General Meeting and/or as may be contained in the code of ethics of the society.


19. SUSPENSION AND EXPULSION PROCEDURE
a) Upon formal and written announcement and proof that a member has committed a violation punishable by expulsion, the management committees shall provide written notice to the member stating the reason(s) for the proposed expulsion, and grant the member thirty (30) days to prepare a defense. Such a member shall stand suspended from the society.
b) Upon expiry of 30 days and taking into consideration of the member’s defense, the Management Committee shall initiate an administrative inquiry and take a decision on its findings within 15 days.
c) A member suspended by the management committee shall have the right to appeal at the next general meeting provided the notice and grounds of such appeal have been filled with the Honorary Secretary not less than 30 days before the date of the meeting. The decision of the general meeting shall be final.
d) The management committee shall make an official announcement regarding any member who is expelled.

20. REFUNDS
a) Withdrawal, expulsion or termination of membership shall not exonerate a member from any existing personal or membership liability.
b) A member who withdraws or is otherwise expelled from the society shall be repaid the following amounts after deduction of any debts owed by him/her to the society as borrower, endorser, guarantor or otherwise:-
i. All deposits owing to him/her.
ii. Any dividend or interest due to him/her on the date membership ceased.
iii. Any other sum held by the society on his/her behalf.

21. SOCIETY FUNDS
The funds of the Society shall consist of:
a) Entrance fee Ksh. each or as may be determined from time to time by the management committee.
b) An unlimited number of shares to the values of Kshs. Each provided to no member shall hold more than % of the total shares issued. Each member shall purchase a minimum of shares or as my be determined from time to time by the management committee and subject to a General Meeting’s approval.
c) Deposits or loans from members or non-members.
d) A reserve fund as required by the law and such other reserves as may be established with the approval of the Management Committee.
e) Members’ contributions to approved schemes, which may include sinking fund.
f) Any donations, grants or gifts from the bodies, organizations or individuals.
g) Any surplus resulting from operation of the society and funds obtained from other lawful sources.

22. APPLICATION OF FUNDS
The funds of the Society shall be applied or the promotion of the stated objects and purpose of the society as set forth in these By-laws and as determined and approved by the general meeting.

23. SHARES/DEPOSITS
a) With the approval of the management committee a member may at any time transfer his shares to another member. Such transfer must be in writing.
b) A member shall be required to give 60 days written notice of his/her intention to withdraw his/her deposits. A member withdrawing part or all his/her deposits shall be deemed to have withdrawn from the society.
c) The nominal value of each share shall be Kshs. And every member shall hold at least Kshs. Shares in the society but no member shall hold more than 1/5 of the total shares. Shares are non refundable but can be transferred to another member.
d) Every member shall contribute an amount not less than Kshs. Per month as deposits or as may be determined from time to time by the management and approved by the general meeting.

24. POWER TO BORROW
a) Loans may be obtained from members and non members subject to the maximum borrowing power approved by the general meeting.
b) For the necessary securing of any loans accepted by the society under (a) above, the Society may grant a charge over its assets. The authority to grant a charge shall be reserved to the general meeting subject to approval by the commissioner.
c) The rate of interest on loans or deposits shall not exceed the current market rates except with the approval of a General Meeting.

25. LIABILITY
a) The liability of a member shall be limited to the nominal value of the shares held by him/her.
b) In the event of liquidation, where available funds are insufficient to pay the full nominal value of the shares held by members, the funds shall be distributed pro rata among the shareholders according to the amount of shares held by each.

26. RECEIPTS FOR MONEY
a) Money paid in or out on account of shares, deposits, loans, interest, fee, benevolent contribution or fines shall be evidenced by an entry in the Member’s Personal Account or issuance of an official receipt, in the name of the society.
b) Should the members’ personal account or other receipt given to the member by the society be lost or destroyed, immediate notice of such a fact shall be furnished by the member to the treasurer who may authorize for the issuance of a duplicate member’s personal account or duplicate receipt.
c) The treasurer may require the member to sign an indemnity to protect the society against any loss due to the issuance of such duplicate. The treasurer may also require payment to the society of a reasonable charge to cover the cost of issuing the duplicate member’s personal account.



27. LIQUIDITY AND RESERVES
The society shall maintain a Reserve Fund as required by the Act and Rules unless otherwise resolved by the General Meeting and approved by the Commissioner, the reserve Fund shall be created with 20% of the net surplus of each financial year. It shall also be credited with all entrance fees, except the amount taken from such fees to pay initial expenses within 2 calendar years following the year in which the society was registered and with recoveries of loans and other losses previously charged against the Reserve Fund. The Sacco shall maintain liquid funds equal to 10% of the total assets. The liquid funds are cash deposits with a maturity of not more than 30 days. The management committee may increase from time to time to meet seasonal demand, as they might arise.

28. GENERAL MEETING
The supreme authority shall be vested in the General Meeting of members which shall constitute of not less than 1/3 of the registered members. Such meetings shall be held as follows:
a) The Annual General Meeting shall be held within four months after closure of the Financial Year.
b) Any business not completed at Annual General Meeting may be taken up at subsequent Special General Meeting or at the next Annual General Meeting.
c) A Special General Meeting shall be held:
(i) When convened by the management committee, the commissioner or his representative.
(ii) When convened by the management committee on receipt of a written request from at least 40% of the members.

29. NOTICE
a) Except when convened by the Commissioner or his representative, at least 15 days notice shall be given in the case of an Annual General Meeting or Special Meeting. The Secretary shall take all possible and usual steps such as announcements at public meetings, posting a notice the society’s notice board, an advertisement in the local newspaper(s) to inform all members of the date and main business of the meeting. All written notices shall include a statement of the business to be dealt with.
b) For Special General Meeting requested by members, the request should state the object of the meeting being called and be signed by at least 1/3 of the total registered members. The request shall be deposited at the registered office of the society.
c) The notice of the Special General Meeting shall clearly specify all the issues to be discussed. The Special General Meeting shall deal exclusively with the issue for which it was convened.
d) Annual General Meeting or a Special General Meeting convened solely for this purpose shall have the exclusive power to amend the Sacco Society’s by-laws.
e) All meetings of members may be conducted according to the procedures and rules of order approved by the management committee.

30. QUORUM
a) Except when convened by the Commissioner or his representative, the presence of at least 40% of the total number of members shall constitute a quorum for the conduct of business at a general meeting. When quorum is not present, the Chairman shall adjourn the meeting and shall fix a date within one month of the adjourned meeting which shall be advertised as prescribed in these by-laws. If at such meeting a quorum is again not present, the Chairman shall declare the meeting open with those present, one half hour after the advertised time of the meeting.
b) Members who fail to attend meeting without apology shall be liable to a fine. These fines shall be subject to provisions of the Act and subsequent general meeting resolutions.

31. REQUIRED MAJORITY
a) The motion to revoke the specific decision taken by the management committee or to suspend a committee member must be considered by at least half of the committee members.
b) Amendments of these by-laws shall be approved by a vote of the majority members present at a general meeting.
c) Any other motion to put members at a general meeting shall be approved by simple majority of votes provided that a special resolution shall at least 2/3 of the members present and voting in favor of the motion.

32. ENFORCEMENT OF DECISIONS
A decision taken by the general meeting shall be binding on all members present and absent.

33. CHAIRMAN AT MEETINGS
The chairman, or in his absence, the vice-chairman shall preside at every general meeting and in their absence, any committee member elected by a majority of the committee members present shall preside, failing which any person elected by a majority of those present shall preside.

34. IDENTIFICATION OF MEMBERS
Before they may attend or vote in a general meeting, each member shall be required to produce evidence of membership or identify himself in some other satisfactory manner.

35. POWERS OF THE ANNUAL GENERAL MEETING
The Annual General Meeting shall have powers and duties prescribed in the Act, Rules and these By-laws. The Annual General Meeting shall:-
a) Confirm minutes of the previous meeting
b) Consider the statement of accounts, the auditors report, the inspection notes of the Commissioner and the reports of the committees on the activities of the Society during the past financial year.
c) Consider and decide upon maximum borrowing power of the society.
d) Fix indemnity to be filled by committee members.
e) Consider and approve the estimates of income and expenditure of the ensuing financial year.
f) Confirm or otherwise consider actions of the Management Committee and give direction to the committee where necessary.
g) Consider appeals against expulsion of members and refusal of membership by the Management Committee.
h) Subject to the By-laws decide the disposal of the net surplus resulting from operations during the past financial year.
i) Elect, suspend or remove members from the Management Committee and supervisory committee provided that proper notice has been given in advance.
j) Fix the honoraria, bonuses and other allowance if any for the committee and employees.
k) Elect delegates to represent the Society in a Co-operative union or apex society of which the society is a member.
l) Appoint the society’s bankers, advocate and auditors.
m) Transact any other general business of the society of which notice has been given to members in the manner prescribed in these by-laws.

36. MANAGEMENT COMMITTEE
The Management Committee shall be elected by and from the membership and shall consist of a minimum of 5 and not more than the maximum permitted by the Act, the exact number to be determined by a general meeting.
The management committee shall be elected for a term of three years subject to 1/3 or the number nearest two, retiring annually, except for the Chairman and the vice Chairman who shall retire at the end of the third year. The retiring member shall, however be eligible for reelection.

37. MINUTES
All business discussed at the general meeting shall be recorded in a minute book which, within one week of the meeting, shall be signed by the chairman of the meeting, and at least one other committee member who was present at the meeting, to verify that, in their opinion, the minutes are true and are a complete record of all important matters which were discussed or decided at the meeting. At the next immediate similar meeting, the Chairman shall be authorized to sign and date the final records below the signatures and not as alterations to the original record.

38. ELIGIBILITY FOR ELECTION INTO THE COMMITTEE
a) No member shall be eligible for election into the Management Committee unless he has been a member of the Society for the immediate 6 months preceding the General Meeting.
b) Nobody shall be eligible to be in the Management Committee if he/she:
i. is delinquent
ii. is below 18 years of age
iii. is of unsound mind
iv. is unable to provide an indemnity as determined by the General Meeting from time to time within 14 days after being elected.
v. Has not within thirty (30) days of being appointed, declared his wealth to the Commissioner in the prescribed manner.
vi. Is not able to read and write.

39. COMMITTEE MEETINGS
a) Meetings of the committee shall be held regularly at least once each month and at other times when necessary. At least one half of the total number of members of the Committee shall form a quorum for the disposal of business.
b) If a member of the Committee fails to attend three consecutive meetings without being excused therefrom or otherwise fails to perform his/her duties his/her position may be declared vacant and the vacancy filled as provided in these by-laws.

40. POWERS AND DUTIES OF THE COMMITTEE
The committee shall be the governing authority and subject to any directions form the General Meeting it shall direct the affairs of the Society. Its procedures, powers and duties shall be prescribed in the Act and Rules and in particular it shall;
a) Observe in all its activities the Act, Rules and these By-laws,
b) Generally manage the affairs of the Society
c) Act upon all applications for membership
d) Ensure that true and accurate records and accounts are kept of the Society’s money and its properties, capital, reserves, liabilities, income and expenses.
e) Review monthly delinquency reports and supervise the collections of loans to members and authorize the write-offs of uncollectible accounts.
f) Determine from time to time the interest rates on loans, the maximum maturities and terms of payment or amortization of loans to members, and the maximum amounts. When by action of the committee, the interest rates on future loans are reduced similar action may be taken with regard to interest rates on unpaid balances of existing loans.
g) Lay before the Annual General Meeting a balance sheet and final Account together with proposals on the disposal of the net surplus (if any) and the commissioner’s comments on such proposals.
h) Recommend to the Annual General Meeting the dividend rate to be paid on shares and the interest on deposit.
i) Fill vacancies arising in the management committee and sub-committees
j) Set policies
k) Report to the General Meetings on their activities and actions
l) Employ and fix the compensation of a manager and such other employees in accordance with the terms and conditions which shall be approved by the commissioner of co-operatives development and marketing.
m) Impose fine und by-law
n) Approve transfers of shares, fix interest rates which shall be paid on deposits.
o) Supervise the collection of loans to members and recommend the write off of uncorrectable accounts.
p) Affiliate the society to a Co-operative Union of Savings and Credit Societies or an apex society subject to approval of the general meeting.
q) Perform such other duties as the members may from time to time direct.
r) Perform or authorize any actions consistent with the Act, Rules and these By-laws.

41. LEGAL STANDARD OF CARE
In the conduct of the affairs of the Co-operative Society, members of the Committee shall exercise the prudence and diligence of ordinary men of business and shall be held jointly and severally liable for any losses sustained through any of their acts, or omissions which are contrary to the Act, Rules and the by-laws of the Society or the direction of the General Meeting.

42. DELEGATION OF DUTIES
a) The Management Committee may delegate in writing to an officer or employee of the Society such of its duties, as it deems necessary.
b) Nothing in (a) above shall absolve the Management Committee from its responsibility of running the affairs of the Society in proper and business like manner. The Management Committee must ensure full control.

43. EXECTUTIVE OFFICERS
The Chairman, Vice Chairman, Treasurer and General Secretary shall be termed “Executive Officers”. The Executive Officers shall be elected at a meeting of the Management Committee held within 7 days after each General Meeting in accordance with these by-laws.

44. CHAIRMAN AND VICE CHAIRMAN
a) The Chairman shall preside at all meetings of the society and shall perform such other functions as he may be directed by the Management, not inconsistent with the Act, Rules and these By-laws.
b) The Vice-Chairman shall perform the duties of the Chairman during his absence and shall perform such other duties as the Management Committee may direct him/her.

45. TREASURER
The powers and duties of the Treasurer shall be:-
a) Generally to manage, or cause to be managed the affairs of the society in a competent manner.
b) To maintain full and complete records of all assets, liabilities, income and expenses of the Society.
c) To ensure the safe keeping of the Society’s money, securities and books of account.
d) To ensure that all payments and expenditures are duly authorized.
e) To ensure compliance with all directives of the Managing Committee and the Commissioner.
f) Safe custody of the common seal of the Society.

46. FINANCIAL STATEMENT
Within 15 days after the close of each month, the Treasurer shall prepare or cause to be prepared and submitted to the Management Committee a financial statement showing the condition of the Society at the end of such month, and shall promptly post a copy of such monthly financial statement in a conspicuous place at the registered office of the society or usual place of business for the information of the members. He shall prepare and forward to the Commissioner such financial report as he may require.

47. SECRETARY
The duties of the Secretary are:-
a) To record or cause to be recorded minutes of Managing Committee Meetings and General Meetings.
b) To ensure that the Society’s correspondence is promptly and correctly attended to.
c) To prepare and send notices of meetings.
d) To keep or cause to be kept the Minute Book.

48. EXPENDITURE
No expenditure shall be authorized by the Managing Committee unless it is provided for in the estimates formally approved by the General Meeting.

49. SUB-COMMITTEES
The Managing Committee may appoint other sub-committees such as Credit Sub-committee, Education Sub-Committee, Investment Sub-committee, etc.

50. LOSS OF OFFICE IN COMMITTEE
A member of the Management Committee, or any other committee, shall cease to hold office if he ceases to be a member of the Society.



51. CREDIT SUB-COMMITTEE
The Credit Sub-Committee shall consist of three members of the Managing Committee, none of whom shall be an Executive Officer. The Credit Sub-Committee shall be chosen at a meeting of the Managing Committee within 7 days after each General Meeting for a term of one year.
(i) The Credit Sub-Committee shall hold such meetings as the business of the Society, but not less frequently than one once a month.
(ii) The Credit Sub-Committee shall inquire carefully into the character and financial conditions of each applicant for a loan, and of the guarantors, if any, to ascertain his ability to repay fully and promptly the obligations incurred by him, and to determine whether the loans is for a worthy purpose and will be of probable benefit to the borrower. The Credit Committee shall endeavor diligently to assist members to solve their financial problems.
(iii) The credit sub committee shall make sure reports to the managing committee are made as may be required.

52. EDUCATION COMMITTEE
Education Sub-Committee shall consist of three members of the management committee, the Vice Chairman of the society shall chair its meetings. Education Sub-Committee shall hold such meetings as the business of the society may require but not less frequently than one half yearly. The education sub-committee shall diligently research, develop and educate the members on new areas which may be beneficial to the Society in the view to enabling the management and society excel it its operations.
The Education Sub-Committee shall be responsible for the dissemination or information, education, training and recruitment of members. It will perform any other duties delegated by the Management Committee.

53. STAFF COMMITTEE
The Staff Sub-Committee shall consist of three members of the management committee. The Treasurer shall chair its meetings.
a) The committee shall assess the training needs of the staff.
b) Review and evaluate the appraisal and performance periodically.
c) Formulate personnel policy.
d) Perform any other duties delegated by Management Committee and also strictly follow the above By-laws (a to c) in conjunction with the terms and conditions of service for the staff.

54. THE MANAGER
He shall be the Chief Executive of the Society. His powers and duties shall be assigned by the Management Committee and in particular:-
a) To manage the affairs of the Society in a competent and professional manner.
b) To cause to be kept proper books of records and registers.
c) To attend Management Committee meetings and the Annual General Meetings in an advisory capacity by have no voting rights.
d) To prepare and analyze on a quarterly basis the Society’s business plan and budget.
e) To represent the Society in business transactions and any other transactions authorized by the Management Committee.
f) To provide information required by the Supervisory Committee in time.
g) To propose to the Management Committee of new positions arising in the Society and the revision of the salary schedule for all the Society’s staff.
h) To implement recommendations set forth in the audit report and those issued by the Supervisory Committee.
i) Ensure individual accounts subsidiaries are up to date and the income statement, balance sheet and delinquency lists are complete and correct. Ensure that the account records are maintained in accordance with internationally accepted accounting principles.
j) To ensure that adequate insurance is in place if available for all employees, officials and property of the society.
k) To direct and supervise the administration and processing of loan applications.
l) To establish a pricing strategy for products and services in which the interest rates structure will seek a balance between the loans available to the members and the long term viability of the Society. For this purpose the Manager should register;
(i) Costs, particularly those related to member savings, dividends, the allowances for loan, loss and operating expenses.
(ii) The need for a strong capital position which is essential for the SACCO’s long term viability and future growth.
(iii) The competition’s pricing structure given the competitive nature of the financial market.
m) To assist the Management Committee in determining acceptable types of collateral that can be used to secure the SACCO’s loans.
n) To ensure there is adequate liquidity to meet loan demands, savings, withdrawals and operating expenses.
o) To ensure drawing up and updating job descriptions for each employee.
p) To ensure implementation without delay of all decisions of all committees of the society and the General/Members Meetings.
q) To counter-sign Society cheques, contracts and other Society’s documents.
r) To carry out such other duties as prescribed in the Act and Rules or as directed by the Management Committee.

55. SUPERVISORY COMMITTEE
The Supervisory Committee shall be elected by and from the membership of the society and shall consist of 3 members. They shall hold office for 3 years with a third retiring each year. The Supervisory Committee shall hold quarterly meetings.



56. DUTIES OF THE SUPERVISORY COMMITTEE
The Supervisory Committee shall carry out the following duties:
a) Confirm cash regularly and reconcile it with records.
b) Check out bank accounts monthly and their reconciliation.
c) Make pass book audits.
d) Check delinquent loans among the committee and members and ensure appropriate action is taken.
e) Verify society investments.
f) Analyze expenses of the society.
g) Check loan applications and noted anomalies.
h) Check balance sheets and income and expenditure statements to ensure their accuracy.
i) Ensure the books of the society are kept in accordance with generally accepted accounting standards.
j) Make regular inspections.
k) Attend to members complaints.
l) Prepare and present reports to the Management Committee and General Meeting and submit copies of the same to Commissioner for Co-operative.
m) Co-operate with Management Committee in seeking solutions to problems facing the society.
n) Carry out other duties as prescribed in the Co-operative Society’s Act, Rules and By-laws.

57. ELIGIBILITY OF THE SUPERVISORY COMMITTEE
a) The members of the supervisory committee shall meet the same qualifications as for members of the Management Committee.
b) In addition at least one member of the committee shall have basic book keeping, accounting and auditing or financial management knowledge. Where such a person is elected those elected may be taken for basic accounting training.

58. LIABILITY OF THE SUPERVISORY COMMITTEE
Inspite of its total independence from the SACCO’s administrators, the Supervisory Committee members are jointly liable for the non-performance of duties, whether resulting from the lack of supervision or negligence in noticing illegal and fraudulent acts.

59. BOOKS OF RECORDS
The Society shall keep up to date in a proper business like manner such accounts and such books as the Rules and the Commissioner may from time to time direct and, in particular shall keep the following books of accounts:
a) A register of members showing in respect of each member:-
(i) The name, age, date of application for membership, address and occupation.
(ii) The date a member was admitted to membership.
(iii) The date on which he/she ceased to be a member.
(iv) The name of his/her nominee if any.
b) A minute book giving details of proceedings at the General Meetings.
c) Minute books giving details of proceedings Managing Committee, Credit Committee and Supervisory Committee meetings.
d) A cash book showing the details of all monies received and all monies expended or paid out by the Society.
e) A general ledger containing such accounts as is necessary to reflect properly the business of the Society.
f) A personal ledger for each member showing his/her transactions with the Society.
g) An assets (property) register.
h) A register of loans to members showing in respect of each loan, the loan number, name of the borrower, the amount borrowed, the purpose of the loan, the due date for repayment and the date repayments were completed.
i) A guarantor’s controls register.
j) A copy of the Co-operative Societies Act, Rules and By-laws.
k) A copy of loan policy.
l) Such other books and records as the committee may decide.

60. FINANCIAL YEAR
The financial year of the Society shall be from to

61. CONDUCT OF BUSINESS
The Management Committee may make such regulations not inconsistent with these by-laws, as it may deem necessary for the conduct of the Society’s business. Any such regulations shall be recorded in the minute books and shall be posted on the Society’s notice board and shall come into force when and as determined by the committee.

62. ELECTION
a) All elections shall be determined by simple majority vote of the members present and voting.
b) All elections shall be by show of hands unless another method is specifically requested by majority of the members present.
c) No member shall be entitled to vote by proxy.
d) Irrespective of the number of shares held by a member, no member shall have more than one vote.

63. AUTHORIZATION TO SIGN DOCUMENTS
Unless decided otherwise by the General Meeting, all documents, contracts and cheques shall be signed on behalf of the Society by:-
• Chairman or Vice Chairman
• Treasurer
• Secretary
• Chief Executive/Manager

64. DISPOSAL OF SURPLUS
Subject to the Act and Rules (and approval of a General Meeting) the net surplus resulting from operations of the Society during any financial year shall be disposed off as follows:
a) Not less than 20% shall be credited to the Reserve Fund
b) Provisions for doubtful loans shall be from surplus each year until 100% of the required amount has been reached.
c) If capital is less than 10% of the total assets, then the Statutory Reserve contributions shall be equal to 30% of the surplus.
d) The balance may be disposed off as the General Meeting may decide including:
(i) Paying dividends/rebates on shares/deposits.
(ii) Paying it into the institutional capital which no member has a claim.
(iii) Being carried forward to an Educational fund or other funds of the society, including the appropriation accounts.
(iv) An amount not exceeding 10% of the remaining net balance may be paid to any charitable purpose.
(v) Paying a gratuity or honoraria, bonuses, allowances and other allowances determined by the General Meeting.
(vi) In any other way approved by the General Meeting.

65. LOANS TO MEMBERS
a) All loans shall be approved by the credit committee and shall be restricted to members only.
b) The rate of interest on loans shall be fixed by the Management Committee.
c) All loans shall be applied for on prescribed form. The loan application shall be signed by the member, and in each case shall set forth the amount applied for, the purpose for which the loan is desired, the terms of payment, the security if any, and such other information as the credit committee or loans officer may require. All applications for loans and the reports of the credit committee or loans officer thereon shall be filed as a permanent record of the Society.
d) For purposes of a member being considered for a loan, his/her shares and deposits shall be taken into account.
e) Loan applications shall be considered by the credit committee or loans officer in the order in which application is made unless the loan is deemed by the committee to be an emergency loan.
f) The credit committee may summon or cause to be summoned an applicant to appear personally to be interviewed in respect of his application for a loan.
g) The loan repayment form shall clearly state the amount of loan, the rate of interest, the terms of repayment and the security if any.
h) Loan may and shall whenever possible be given as an authority for members to charge the society. All such authorities shall be signed and sealed and shall state that they are good for payment only if returned to society within 7 days of the date of signing.
i) Loans may be granted to executive officers, managing committee members, employees of the society if:-
(i) The loan complies with the by-laws and is not on terms more favorable than those extended to other borrowers.
(ii) The loan is approved by the credit committee and thereafter the managing committee.
(iii) The applicant takes no part in the consideration of his application and does not attend the credit committee or managing committee meeting at which his/her application is being considered.
j) The managing committee may draw further regulations in respect to granting of loans provided such as regulations shall not come into force until approved by a General Meeting.

66. AUTHORITY TO BUY
Loans may and shall whenever possible, be given as an authority for a member to buy and charge the society. All such authorities shall be signed and sealed and shall state that they are good for payment only if returned to the Society with seven days of the date of signing.

67. LIMIT ON LOAN
No loan shall be made to any in excess of 10% of the Society’s total share capital and reserves for a period exceeding three years provided, however, that loans for capital expenditure may be granted for a period not exceeding four years.

68. SECURITY FOR LOANS
a) The credit committee shall ask for such security for loans as it may deem necessary.
b) Where there is, after 90 days, continued delinquency, the committee may offset the balance from shares guarantees and deposits.
c) The committee may refuse to accept as a guarantor a person who is himself/herself in receipt of a loan and may decline to grant a loan subsequently to a member while he/she remains liable as guarantor.
d) No executive officer, management and supervisory committee member shall act as endorser, guarantor for borrowers from the society.
e) A borrower or guarantor may apply to the credit committee for change of guarantors.

69. REPAYMENT OF LOANS
a) A borrower may on any day on which the society is open for business repay his/her loan in whole or in part prior to maturity.
b) The credit committee may in the most exceptional circumstances agree to the financing of a loan balance or any request for an extension of time in which to pay. Any extension so granted shall be treated as though it was a new loan and an extension agreement shall be executed.
c) At every regular meeting of the Management Committee, the item “LOAN” shall appear on the agenda. At the meeting, the treasurer shall present an up to date listing of delinquent borrowers showing:-
• Name of borrower
• Account number
• Date of last payment
• Unpaid balance of loan
• Number of months delinquent
• Borrowers’ share balance
• Security or guarantors, if any.
The Management Committee shall thereupon take action to collect the overdue accounts.

70. REFEREE TO CO-OPERATIVE TRIBUNAL
As loan more than four months overdue may be refereed to Co-operative Tribunal as a dispute.

71. CASH RESERVE
Except as otherwise authorized by the General Meeting a cash reserve shall be maintained of not less than 10% of the total share capital for specific purpose of meeting requests for share withdrawals and other emergency pay outs. The Cash Reserve may consist of cash in hand, the current account, the Society’s savings account and any fixed deposit.

72. COMMON SEAL
The Society shall adopt and use a common seal. The seal shall have an imprint bearing the words “BUKUSU ONLINE SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED” and shall be different from the ordinary name stamp of the Society. The seal shall be kept securely under lock and key by the Treasurer and shall be used only by and in presence of the officers authorized to sign documents on behalf of the society.

73. FINES
For any breach of these by-laws or instructions issued by the General Meeting or for failure of a member to pay his obligations on time, the defaulting member may be fined an amount to be resolved at a General Meeting for each offence.

74. DISPUTES
Any dispute arising out of these by-laws or concerning the business of the Society which cannot be settled by the Management Committee or the General Meeting shall be referred to the Co-operative Tribunal.
The case of debts due to the Society from a member or past member or debts owing a member or past member by the Society, these shall be disputes and may be referred to the Co-operative.

75. CONFIDENTIALITY BY OFFICERS OF THE SOCIETY
a) The executive officers.
b) Members of Committee and employees of the society shall hold in the strictest confidence all transactions of the society with its members and all information respecting their personal affairs except to the extent deemed necessary the managing committee in connection with the making loans and collection therefore.
c) In case of breach of confidentiality, besides the resulting action for damages, the responsible party may be removed from office or their employment terminated.
d) In the event of disqualification of such executive officer, committee member or employee, he/she shall withdraw from such deliberation or determination and the remaining committee members, if constituting a quorum with the disqualified person may exercise with respect to the matter, all powers of the committee.

76. DESIGNATION OF MEMBERS TO COMMITTEE
When any committee member is absent, disqualified or otherwise unable to perform his duties, the management committee may designate another member or members of the society to act and serve on the committee concerned when necessary in order to form a quorum until the next General Meeting.

77. AVAILABILITY OF BOOKS OF ACCOUNT
All books of account and the records shall at all times be available to all committee members of the society and to the commissioner or his authorized representative.

78. COPY OF BY-LAWS
A copy of the By-laws shall be furnished to every member who requests one upon payment of a fee as determined by the Management Committee.

79. BRANCHES
The Management Committee shall determine the criteria for opening and the number of branches the Society may have. The establishment of any such branch shall be approved by a General Meeting and the Commissioner.

80. AMENDMENT OF BY-LAWS
These by-laws may be amended in accordance with the Act, Rules and no amendment shall become effective until it is approved and registered by the Commissioner.

81. DISSOLUTION
The Society may be dissolved in accordance with the procedures set fort in the Co-operative Act and Rules.



ACCEPTANCE

We the undersigned Executive Officers of BUKUSU ONLINE SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED named herein do hereby accept and adopt these by-laws for and on behalf of the Society together with any changes or alterations that had been initiated or signed by us.

Chairman ………………………………………

Vice Chairman ……………………………………….

Treasurer ………………………………………

Secretary ……………………………………..


Certified that the foregoing by-laws of BUKUSU ONLINE SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED have been approved and duly registered. Given under my hand in Nairobi.

This day of 2010



COMMISSIONER FOR CO-OPERATIVE DEVELOPMENT AND MARKETING